Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of
Report (Date of earliest event reported): March 23, 2009

WELLCARE
HEALTH PLANS, INC.

(Exact
name of registrant as specified in its charter)

Delaware

001-32209

47-0937650

(State
or other jurisdiction

(Commission
File Number)

(IRS
Employer

of
incorporation)

Identification
No.)

8725
Henderson Road, Renaissance One

Tampa,
Florida

33634

(Address
of principal executive offices)

(Zip
Code)

Registrant’s
telephone number, including area code:
(813) 290-6200

Not
Applicable

(Former
name or former address, if changed since last report.)

Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):

¨

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

On March
23, 2009, the board of directors (the “Board”) of WellCare Health
Plans, Inc. (“WellCare”)
appointed David J. Gallitano as a Class I director of the Board and appointed
Mr. Gallitano to serve on the Compensation, Nominating and Corporate Governance,
and Health Care Quality and Access Committees of the Board. The Board has
affirmatively determined that Mr. Gallitano is an independent director under the
New York Stock Exchange listing standards.

In
connection with Mr. Gallitano’s appointment to the Board, Mr. Gallitano received
$150,000 of restricted shares of WellCare’s common stock (the “Restricted
Stock”), based on the closing price of WellCare’s common stock on March
23, 2009, the date of grant. The Restricted Stock, which was granted
pursuant to WellCare’s 2004 Equity Incentive Plan, is subject to the terms and
conditions of a restricted stock agreement between Mr. Gallitano and WellCare, a
copy of which is attached hereto as Exhibit 10.1. Pursuant to the
restricted stock agreement, Mr. Gallitano’s Restricted Stock award vests as to
one third of the total number of shares granted on each of the first, second and
third anniversaries of the date of grant. Mr. Gallitano will earn
fees as a director and as a member of the Compensation, Nominating and Corporate
Governance, and Health Care Quality and Access Committees of the Board, in
accordance with the fees payable to WellCare directors generally. For
information relating to Board and committee fees, please see our Form 10-K for
the fiscal year ended December 31, 2007, as filed with the U.S. Securities and
Exchange Commission on January 26, 2009.

A copy of
the press release announcing Mr. Gallitano’s appointment is filed as Exhibit
99.1 hereto and is incorporated herein by reference.